Grimmhold, An AU RWBY Story
by Memphiston
Summary: Mistral, Vacuo, Atlas and Vale. Four kingdoms now separated between hungry pools of blood-lusted people infected with a strange Grimm-based condition that makes them one with their soulless, predatory enemies. Few save havens remain where survivors have gathered, but resources are plummeting fast, leaving Team RWBY to find a way to help their Academy and their kingdom survive.
1. Chapter 1: A Grim Reminder

Grimhold

An Alternate Universe RWBY Story

By Memphiston

_Prologue_

Mankind's greatest ambition will always end up being its greatest curse: the fact that we as a species, need to know, label, and understand every single bit of information that surrounds us. The number of questions we tend to ask ourselves is near-infinite, with innumerable situations, combinations, and occurrences that could yield billions upon billions of different results. Innovation and discovery, while a versatile tool for humanity's survival and evolution, will inevitably open some doors that should always stay closed, locked, and ignored. But of course, our species always view the reward as greater than the risk; at least, that's the excuse we use when tampering with things that shouldn't ever feel the prodding of our minds and fingertips. But these people _will_ poke, twist, and tickle the things that life made separate for a reason, and what ends up being bred from this intermixture would stretch, slither and consume everything built and born by this culture. The beguiling mask of _innovation_ will only immolate the world, and its denizens will be left screaming and sinking in a pool of fire and blades.

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_Chapter 01:_

_A Grim Reminder_

"I think Professor Port's stories are literally starting to pick my brain apart." Yang groaned, her hands clasped against the sides of her head in annoyance. The blonde was seated at the edge of the bench with the rest of her team. In their usual cafeteria spot right across from Team JNPR, the four had just started to ramble about how their professor's consistent exaggeration would bore into their skulls. "I mean, he does know that Grimm dissolve after being killed, right? Why the heck did he bring that Nevermore skull into class?"

"Pssh, you're telling me. Grim Studies..." Ruby scoffed, seated across from her sister with Weiss and Blake between them. "How are we supposed to study Grimm if everything we look at is taxidermy?" Yang left out a small chuckle at her sister joke, the humor lightening up the beat of her headache somewhat.

"I like stories." Ruby and Yang's eyes suddenly shifted to across the table, both centered on those of Nora Valkyrie, who had been listening in on the whole conversation. Jaune and Pyrrha were reading something on her scroll of to the left, and Ren was just nipping away at a ham and cheese sandwich he had just ordered. After a moment, the two sisters retracted back to their own little circle.

"Anyway..." Yang continued.

"The professor's just trying to get the respect and admiration of his students." Blake chimed in, letting her eyes flutter up from the book she was reading. "Though...considering that he's been telling theses stories for nearly the whole year, it's starting to seem...excessive."

"Port may be a bit of a bombastic storyteller..." Weiss said, causing Yang's head to perk up.

"A bit?" she let slip, earning her one of those prissy pursed-lipped looks Weiss Schnee had nearly branded, before returning to her comment.

"But at least he cares about the students and the problems they face, be it in or outside of school. I don't think there's any other professor I could talk to about something personal." Yang gave a slight smirk at the comment.

"You've been going to Professor Port for therapy?" The blonde joked, sprouting a laugh from her sister and a small smile from Blake. The Weiss look returned with a vengeance.

"You know what I mean, Yang!" Ruby grinned as her teammates began to have their little spat, but her attention was suddenly pulled away from the argument, all the way across the hall towards the massive television hanging from the wall. Usually it was used to list any schedules or particular events going on on the Beacon campus, but this time it had been depicting a news story that had been simmering in the media for quite some time. Ruby watched as footage of humans and faunus alike wearing white breathing masks played, the people running around a city clouded in smoke and ash. It then snapped from that scene to a helicopter view of the chaos below, with the newscaster Lisa Lavender perched at the left side. As she was yelling her news into a microphone over the propeller's mechanical roar, Ruby's eyes hovered down to the bold white words spread at the bottom of the screen.

_'Chaos in Vacuo over Wildfires Continue, Dozens Missing and/or Dead'_

Ruby mouth wilted at the sight of this, and she quickly turned back to her friends for some questions as well as answers.

"Guys?" Weiss and Yang were still arguing at this point, but Ruby's plea paused their bickering as they turned to face her. A melancholy look rose upon the girl's face. "I'm a little scared for Vacuo at this point..." She turned back to the broadcast, her gaze followed by those of her friends. "The fires have been going on for almost three weeks now...where are they coming from?" Blake ticked her head to the side in thought.

"Vacuo's climate's always been very hot; natural wild fires have always been a concern in that region. Still...I wonder why it's particularly bad recently." Yang nodded at the faunus' comment.

"I heard they've been rounding up people from the cities closest to the fires and evacuating them: some to the outer towns, others to the rest of the kingdoms. It's kinda scary when you think about it." Ruby's look then slowly hovered to that of her cat friend's.

"Has Sun said anything about this? I know he used to live there..." Blake just shrugged, accompanied by her bow giving a slight twitch.

"Not recently. I'm going to see him later for coffee before Oobleck's class though." Yang's grin slithered back between her cheeks.

"You know, I still have to get used to the fact that you two are dating now." She said through her smile. Blake's face flushed in a near-instant.

"We aren't...dating." The cat-girl muttered, harshly shutting her book to reiterate her irritation. Yang let her hands fly up in a shrug.

"Dating, good friends, whatever you wanna call it. Everyone has their labels." The blonde continued to tease, further reddening the cheeks of the already heated faunus. While that conversation went on, Ruby turned back to the television screen. Lisa Lavender's usually clean, professional luck had taken on a grungy appearance, a scarf draped over her neck and smoke blasting through and around the helicopter onto her dress. Inside the copter's opening Ruby could see the town square, blackened by ash and abandoned by its people. However, for a flashing moment of stability on the camera, the girl thought she caught sight of a small, dark shape at the very center of the square. It appeared humanoid in stature, but very thin and contorted in a strange fashion that didn't seem natural.

Whatever it was, it just stood there as the newscaster's words sputtered on, until it suddenly started to run down the square, disappearing behind the news chopper's floor. Curiosity riddled Ruby's mind before her attention sank back into the voice of Miss Lavender.

"We'll have more information on this catastrophe as it plays out. I pray that these infernos stop soon and that the citizens of Vacuo will be able to return to their homes and lives in peace. This is Lisa Lavender of the Vale News Networ-" A loud clank is hard off-screen and Lisa's eyes rush downward to the helicopter's other opening, followed by the camera. "What the hell is that?!"

A bone-white, skeletal claw has buried itself into the edge of the chopper, its arm a clashing, sharp black working to pull something up on the vehicle. A twin hand lashes into the floor and only a sliver of what could only be construed as a head could be seen. The whining of static then cut into the screen before being replaced again by the usual programming of the VNN. The new anchor in place, Cyril Ian, was a little phased by what had just been shown on the station. But in true newscaster fashion, he kept his shock buried behind a calm smile and went on with the news of the day.

Ruby was stunned. Her brain practically shook with a bustling curiosity, and she turned only to see the rest of her team arguing about the exact definition of dating. Her eyes rolled at them before the girl quickly hopped out of her seat, taking her leftover pudding cup with her. As she began to step away, Yang was the first to notice.

"Ruby, where are you going?" The girl's eyes quickly shifted back to her sister with bit of a nervous twinge.

"Oh uh, sorry guys. I just realized I have to return something to the library before Oobleck's class starts. I'll meet you guys there okay?" Before any of them could answer, pedals riddled the floor where Ruby has just stood. Yang's brows curled with a bit of suspicion, but were unraveled once Blake started to move as well.

"I should probably be going too. Sun's probably on his way to the Cafe. I'll try to ask him about what's happening in Vacuo, but I won't push it." The cat-girl was soon up and out the door, leaving Yang and Weiss with the rest of Team JNPR, who had pretty much ignored the conversation save for Nora. Yang sat up and let her eyes bounce around the table.

"So...anyone wanna play RCG?"

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"How can you have let this fall out into the public, Stilton!" A deep, angry voice poured out into the darkness of the room. A metallic hand garbed in a dress glove then smashed into the control panel of a communications link, from which the only source of light was coming. From the device sputtered a nervous, timid voice twinged with the common radio whine.

"Sir, it was an accident! One of our workers just, they mishandled the formula and-" Another beat into the panel came.

"Mis-HANDLED!?" The man shouted once more, the room almost shaking from the sheer loudness of his words. "I pay you to research this project as effectively as you can. I pay you DOUBLE to make sure that research never poses a threat to the people, and I pay you TRIPLE to make sure that research never escapes the laboratory under ANY CIRCUMSTANCES! Vacuo is tearing itself inside out from this, what happened!? How did it manage to spread-" The sound of a self-sliding door opening filled the room from behind the individual.

"Mr. Ironwood? General? Hello?" The doors split away, revealing a man dressed in professional garb: a black suit and pants with a green turtle neck and spectacles resting on his nose. The feathery ends of silvery hair bounced as he stepped out into the room, one hand behind his back, the other firmly grasped on the head of a cane. The General's eyes narrowed back to the communicator, to which he leaned down and spoke in a calm, softer voice.

"Stilton, I'm going to have to call you back. Professor Ozpin's just arrived." Only the sound of the headmaster's footsteps were heard for a few moments, before a response finally came.

"Understood, sir." One click and Mr. Stilton was gone, to which the General quickly returned his attention to his colleague.

"I'm sorry about that, Professor. Just a bit of grunt work I needed to attend too." Ozpin's eyes remained stoic and unmoving, setting a serious mood in for the already frazzled General. He then began to pace to the left, his cane tapping beside him as he walked.

"James...I must apologize myself for this sudden intrusion, but I have a bit of urgent news for you. Have you watched today's run of the VNN?" Ironwood's head lurched to the side; his other "distractions" had kept him from even thinking about glancing at a newspaper, let alone the newscast. He simply shook his head.

"Sadly no, I haven't. Why? Was there something that peaked your interest?" As the General spoke, Ozpin moved to one of the black desks beside the comms link, taping its face before a line of bright white split a rectangle within the table. The shape then rose up and flipped to reveal a computer screen, its keyboard a collection of smaller square shapes in the same white vein as the prompter. Ozpin turned and placed his cane against the desk before leaning over to begin typing. As he worked an even larger screen soon phased in from the darkness, holographic in nature and hovering at the top of the farthest wall. The General glanced at Ozpin, then at the screen as the typing grew louder and louder. With one last hard tap on the keyboard, the blackness split in the very middle and stretched upward, the image of Lisa Lavender in the helicopter consuming the entire screen.

"I trust you know about the strange wildfires that have been occurring all around Vacuo, correct?" Ironwood simply nodded, the professor scrolling the interface's cursor down towards the play button. "This catastrophe has nearly stretched out to consume half the kingdom James, but there is something else that I feel you should be made aware of." Clicking on the play-bar of the video, Ozpin moved it out to right before the program switched over to Cyril Ian's segment. Carefully inching the bit backwards, Ozpin stopped it right at the last frame before the static. James narrowed his eyes in an attempt to see what the professor was talking about; all the while the headmaster had grabbed his cane and made his way past the desk closer to the screen. He then raised his hand with the cane inside it, pointing directly to the gnashing figure at the foot of the helicopter. "There." James turned over beside his colleague and squinted in his view, before his eyes widened out in a horrifying realization.

"Grimm..." The words knocked Ozpin's cane back to the ground.

"Yes...I don't know how or when but they've entered the city, maybe one of their weaker walls crumbled from the heat." Ozpin then ceased pacing and turned face to face with his friend, earnest eyes meeting the General's arguable...colder looking ones. "Whatever it may be that happened James, we need to get our Huntsman and Huntresses out there as soon as possible. If we don't, Vacuo will be lost. Losing one of the four kingdoms would be catastrophic for the rest of the syst-" Ironwood's hand suddenly rose, halting the headmaster's words.

"Ozpin..." He sighed. "Are you sure that we should send all those Huntsman and Huntresses based on one picture of a Grimm?" Ozpin's eyes thinned in confusion; the great, boisterous James Ironwood telling him to keep the troops back? The General quickly reiterated as Ozpin's concern wormed through. "What I mean is, I will send out a few troops to scout the area, assess the number of Grimm and see if they can find the opening. There's no sense in spending all our resources on a simple hunch." Ozpin paused, unsettled by the words and demeanor of the General. It was as if there was some sudden switch of personalities, with Ozpin the ready-to-go fighter and Ironwood the calm, calculating strategist. Only this was the first time that his friend had ever taken the threat of Grimm invasion so...lightly. With great reluctance, Ozpin spoke.

"...Do you have a team that is suited enough to explore that unstable of a region?" The General immediately grew more open when given a sense that Ozpin had fallen for his suggestion.

"Definitely, the military has a specific team created to deal with...particularly sensitive situations. I have no doubt they'll be able to figure out what's going on in Vacuo, in terms of the leakage of Grimm. As for the wildfires...I think it may just be a bad season." The narrowness of the Professor's eyes remained unflinching from behind his spectacles. But of course, James was one of his best friends, and a high military man as well. An individual with the title of General is given it for a reason. His hands unlatched from the head of his cane and the professor began back towards the door.

"Alright then, James. I'll let my staff and the council know you're sending your forces to Vacuo. Make sure you keep me posted on their findings." Now inside the hallway beyond the door, Ozpin turned around. "I'm hoping this is just an unfortunate natural incident...and not the work of our 'queen and her pawns'." The General nodded.

"Of course, Ozpin." The door then shut before the headmaster, and he breathed a heavy, groaning sigh.

"Unpleasant talk with Ironwood?" A voice sprung from behind the man. He turned only to find his vice headmistress Glynda Goodwitch strolling up to him with her crop twiddling between her fingers. Ozpin merely sighed.

"More suspicious than anything..." The woman glanced over at the door, her thin eyebrows contorting into a distrustful shape. Ironwood never had her sympathies or liking beyond his effectiveness as a war-leader, so of course this sudden change in Ozpin's view of him was quick to snatch her attention. "I had showed him today's newscast and our finding of that Grimm in the feed, and suggested that we send out a group of Huntsman and Huntresses to take care of the problem. But he was...a little too quick to shut that idea down." Glynda turned to face her colleague, her brow now raised up out of further concern.

"...He does realize that our people are the best at handling issues dealing with Grimm, right?" Ozpin simply shrugged.

"He suggested that we let him send his own team in: a 'personal selection' if you will." The scoff and groan could not leave the headmistress's mouth fast enough.

"That foolish, inconsiderate jarhead! I shouldn't be surprised that he wants to pull this on his own." The witch's golden-tipped heels dug into the floor as she began marching towards the door, bent on giving the General quite the earful. "The man's never given any credibility to the Hunters of Val-" Ozpin's hand suddenly lashed itself around her wrist, pulling her back slowly.

"Glynda...do you really think storming into that room and shouting obscenities at the General will change his mind?" The woman's eyes held up while her mind searched for an excuse, eventually falling to the ground once nothing could be noted. A sigh then breezed out from her, to which Ozpin then loosened his grasp. "I think this is about more than James just showing off the efficacy of his military. Maybe there's something he's looking for in Vacuo, or something that he's hiding." Glynda glanced up to her peer.

"Is there something you propose we do, Professor?" A small grin slid from the corner of the headmaster's mouth.

"James said his team was specifically created to deal with...sensitive situations. I believe our Hunters are trained to the do the same, and I also believe this is a _particularly_ sensitive situation." Glynda's eyes narrowed.

"You want us to have someone shadow Ironwood's men?" The headmaster nodded.

"Question is...who should it be?"

While all this bickering had gone one outside the comms door, Ironwood was back on call with his employee, adopting a much calmer, relaxed tone.

"Stilton?"

"Yes, General?"

"I think I may have just found my window to clean up this little mess. Establish a line with the Atlas Military Headquarters, I need the HORSEMEN armed ready as soon as possible."

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A line of rose pedals lay scattered across the rocky path of the school, following behind Ruby as she scampered down towards the Beacon Academy library. Causing a few students to stumble and move out of the way, the girl bulleted on until she finally arrived at the cobblestone steps of the building. Slowing down to a swift jog Ruby rushed up and through the door, the loud bashing sound earning her the looks of several students within the library. She ignored them however, and immediately turned to her left so as to clamor up the half-circle staircase into the media room. Peaking above the banister of the stairs, she was relieved to see it empty save for one boy at the very corner, a hyena faunus. The media room was a simple room filled with lines of desks, each with their own chair and a larger version of the students' scrolls. Only in this case, they were black and featured a green gem clasp instead of a yellow one.

Quickly and quietly scurrying to the farthest desk at the opposite corner, Ruby grasped the scroll and thumbed the power button. Upon activate she quickly swiped through the various holographic panels featured in the menu, until she found the one for the net browser. Tapping it opened up a blank page with a keyboard sliding right underneath, to which Ruby began to type in the address for the Vale News Network website. Soon the page bloomed with ads, articles and news video links, the one Ruby was looking for luckily being at the very top, under "new developments". She clicked on the video and it began to play, but patience was never something in Ruby's repertoire. The play-bit leapt across its line until a flash of static hit the screen, prompting a slight backtrack until Ruby found her scene. Lisa Lavender's mouth lay agape in her startled expression, eyes wide and spearing down to the helicopter floor. There Ruby's eyes came upon the bony nails of the claw once again, but no head or second hand accompanying it. Quickly she began to tap the right arrow key to flip through each frame of the video, and surely enough the head and twin crept up from behind the chopper's edge. Once it dug itself into the panel, Ruby ceased her pressing and let her gaze seep into the image.

This Grimm was nothing like anything she had seen before, its arms very slender and rooted with long, fiendish fingers thrashing into the metal before it. They were definitely too thin to be the arms of any Beowolf or Ursa she had ever seen, nor could either of those two jump high enough to reach the chopper. It also couldn't be a Creep due to the fact that it had arms in the first place. Suddenly an idea sparked in Ruby's head, and her cursor quickly grabbed the play-bit again and pulled the video backwards, to the time when the figure was still on the ground. Once she saw him standing right in front of the flames, she tiptoed forward with her arrow key once more.

As it ran from the shadowing light of the flames, its form became much more apparent, and Ruby's stomach began to twist with a boiling, deep-seated dread. It was a human body that was clamoring towards the chopper, but between tears and rips in the person's t-shirt and jeans, Ruby stared upon that all too common ebony skin, lined with hard, sharp, bony protrusions at the joints and edges of their limbs. Her silvery eyes wandered upward to grip the face in its view, only to be met with a skeletal casing around the head coated in leathery black hair, with two petrifying glowing red eyes eating through the screen, twisting at Ruby's heart and mind.

This was a human Grimm...


	2. Chapter 2: Horsemen

_Chapter 02:_

_Horsemen_

Most people would consider the piling of milk and sugar into their coffee disgusting, but not Sun though. If he couldn't actually taste some undissolved particles of sweetness in between sips, it definitely was not enough. Holding his cup with his tail wrapped around the handle, he tore open another packet and dipped all its contents into his beverage. He then placed it back into his own hand and stirred with the other. As he did so, the sound of a fast paced walking soon fluttered into his ears, drawing him to the left. It was Blake, late as always: a book tucked under her arm and her backpack latched on her shoulder. Her speed let her bow flow around somewhat chaotically, letting Sun and anybody else who was watching catch a small glimpse of her dark second ears.

"Blake!" Sun boasted excitedly. Yes Blake was late, but he always still enjoyed her company, even if it was a bit brooding and quiet. It felt like a good contrast to his somewhat...boisterous attitude. When she heard his voice, Blake's bow perked along with her smile, and she quickly moved to join his side.

"Hey, Sun. Sorry I'm late, the team got me a little distracted from the time." Sun let his hand wave up in a relaxed motion.

"It's no big, dude. Got yours right over there." The monkey faunus lurched his arm over and pointed to the counter beside him, a small white foam cup perched atop it. Blake quickly took her beverage and gave it a sniff, finding that Sun had put in a nice, hefty amount of milk with little sugar, just how she liked it. Another smiled shimmered through.

"Thanks." She took a sip, the initial bitterness letting her lips scrunch in. But she would get used to it like always, and the two started to take their walk down the cobblestone path. Sun gazed over to the cat-girl, the beige liquid swirling around in his cup as he strolled.

"So I've been taking a few trips to Vale on the weekends, lurking around for any signs of our 'friends' in the White Fang." Blake's ears lit up immediately, her smile skewing down into a look of concern.

"Anything unusual?" The monkey-man simply shrugged.

"Nada, not a peep. I don't even think they're holding initiation meetings anymore, at least not as out in the open as they used to. Whatever you guys did at Mountain Glen last semester, it shook them up bad. Also, that Torchwick guy was probably their main arms dealer so I'm betting their scourging around for equipment nowadays." Blake's thoughts leaned between proud and teacherous: she was happy for all the violence and injustice she may have prevented, but the White Fang was once like family. Even if they were blood-lusted and malicious now, many of the faces that met the edge of her blade and the barrel were still ones she cared for. Sun quickly noticed the sudden wave of melancholy.

"Oh...Sorry." Blake's shrug mimicked Sun's from earlier.

"It's okay, we did something good. Guess I'm just going to have to get over it." Blake searched for another subject to change to, but unfortunately could only find another sensitive one: Vacuo. "Actually Sun, I wanted to ask you about...Vacuo." The faunus boy's lips swiveled over in a bit; Blake would have to tiptoe on this very lightly. "Do you have any family out there?" His head tilted over.

"Uncles, aunts, cousins...a lot more 'distant' family. My mom and my brother are still in Mistral so they're okay. Vacuo's still home for me though." Blake's eyes curled away, feeling a little guilty for asking. "Vacuo wildfires have never been this bad." Sun continued. "At least not for the past couple of decades, and those _never_ reached as far as they are now. It's kind of weird."

"Yang said that they're evacuating a lot of the towns closer to the fires, moving them around to the other kingdoms." Sun had taken a sip while the cat-girl spoke, gulping it down before replying.

"That's true, my cousin Soleil had given us a call saying she was on a plane to Mistral. She'll be staying with us until things blow over, if she still has her house." Sun's brow then curled up, as did the side of his mouth. "But we shouldn't be focusing on that, the lack of White Fang activity has made it hard to track any possible members. I haven't found any good info about meeting places, missions or anything of that sort." The amber eyes of the cat faunus narrowed, subconsciously piercing at the ground.

"It sounds like they're trying to stay quiet. Either that...or their getting ready for something big and don't want to draw any attention to themselves." Sun nodded, taking a last sip of his coffee before tossing the cup into a passing trash cylinder.

"I'll definitely keep looking around. I'd ask Neptune to help but he's busy nerding out on his exams." Blake suddenly flashed back to a similar ordeal. That small twinge of fixation in Sun's words reminded her of how tired and weak she made herself, all in the obsessive pursuit of Torchwick. She quickly stopped and turned to her friend.

"Don't get to caught up in this, Sun. If you let this search take up every minute of your time, you won't have any for the important things in life." Sun stared up at her, a puzzled look falling on his face as she continued. "I got a little too obsessed with this before. You know, when I was very irritable and had a lap of bags under my eyes. Yang helped me see how much damage I was doing to myself...and I don't want that to happen to you or anybody else." She glanced up and gave a small smirk. "Like you said, the White Fang has been quiet, so just...let them be quiet. Enjoy the silence as it were; we still have a tournament to prepare for." The monkey faunus' expression lightened, taking in the cat-girl's words with heavy consideration. A smirk then popped out from behind his mouth.

"Very true. Guess I am getting a little carried away. I _definitely _don't want to have _that_ many bags on my eyes." Blake's smile immediately collapsed to her signature scowl at Sun's jeer, but he just smiled and flicked a finger towards her. Suddenly, a loud beeping sound blared out onto the campus, and every student not in a building clamored to get their things and rushed off to their designated classes.

"Aw man, I gotta get to class. I'll see you later then, Blake." He turned and started on his way, giving a quick grin before breaking from the path onto the grass. But before he could make it a few yards across, he quickly halted and turned back to his friend. "Oh and uh...about my family...thanks for asking." The scowl had its second in the spotlight, replaced again by a genuine smile mirrored between the two. Sun nudged his fingers to his forehead in a goodbye motion, and headed off. Blake did the same, downing the rest of her bitter, brown coffee before effortlessly shooting it into the bin across from her.

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"Mr. Stilton..." A gruff voice rolled out, its silhouetted owner perched atop a shadowed bench from within a dim locker room. Standing before them was a very feeble-looking man, dressed in a desk worker's garb and balding everywhere but the sides of his head. Pince-nez glasses were perched at the bridge of his nose, their reflecting of the locker room's soft lights leaving only bright white ovals to replace his eyes. Above them stood his brows, hooked then in a stern, unwaivering matter. The figure before him knotted his arms and let one leg cross over the other before continuing. "I take it Mr. Ironwood sent you, what sort of mess has the good general gotten himself into now?" The elderly man stood up taller, his arms tangled behind his back with his sleeves rolled up.

"Mr. Ironwood has sent me to tell you and your team that you are to suit up and ready yourselves as soon as possible. He's going to be sending you all...to Vacuo." A collective laugh flew out from the shadows, led by the individual seated before the man. A hand lurched out from the darkness and clasped around his knee, pulling the rest of him out into the light.

A pair of poppy red eyes suddenly gleamed directly to Mr. Stilton, coupled with a bright, toothy grin, a flared nose, and a pair of wide, bear-liked ears, all framed with a long wash of dark-brown hair. One of his hairy brows stood above the other as he spoke.

"Vacuo is hell right now, literally. You know that, right Doctor? What could good ol' Woody want from that smoldering heap of a kingdom?" Stilton's eyes drooped down, seemingly pulled in by the sunken, pursed form his lips had made at the faunus' comment. He then leaned in, taking a small breath before speaking.

"The General has some...particularly sensitive research data stored in one Vacuo's Atlesian facilities, Mr. Sanguine. You are to sneak in..." The man's brows furrowed. "..._unseen_, and retrieve as much of it as you can from the computer's servers, as well as any paper documentation, all relating to the name 'Project Grimmhold'." The bear-man let out an impressed whistle.

"Got himself in a little bit of trouble did he? You know, if that _stiff-head_ wanted to keep his research all nice and safe, he probably should have kept it all based in Atlas." Stilton let a deep, heavy breath fall from his tongue.

"Are you suggesting that you decline this mission on your leader's behalf?" Sanguine let is arms rise up bombastically.

"Oh not at all! That man's mistakes always fill my pockets real nice." The bear laughed.

"What exactly does 'Project Grimmhold' have to deal with, Mr. Stilton?" Another man emerged from the shadows, though his dark clothes made it appear as if they attached to him on his way out. Long, black hair rained from atop his head, forming around his gaunt face and physique while pale-gray eyes flowed through to the scientist. Stilton was quiet for a moment.

"The General has told me you don't usually ask questions about your missions, that and he prefers the information be kept on a need-to-know basis." The bear faunus slowly straightened up, the light and shadow working together to illustrate his size.

"Hey, this isn't some Mistral espionage roundabout like Ironwood's usual gigs! Your boss is sending us into a place painted in fire and smoke. Not to mention there's gonna be police and people running every which way, especially with the evacuations and such. Breaking into your little labs _unseen _is gonna be a tad difficult with all that going on, don't you think?" Stilton was getting annoyed; the words of his waddling idiot faunus were grinding against his ears so hard that he thought sparks would begin to show. He pushed the middle of his glasses back up to his nose and took a step towards the seated bear-man.

"You know, from what I've read of your profile Mr. Sanguine, you tend to be the...noisiest of this group when it comes to keeping it quiet. So I supposed your concern with this mission is justified." A few snickers and ooohs flicked from behind the faunus, and he glared back then forward. With a slow air to him, Sanguine pushed off from his chair and rose to the entirety of his height, having to look down to keep his deathly stare on the scientist. He leaned in deep, making sure the old man felt his eyes pricking against his face.

"Maybe you should get some of your Atlesian Military dregs to get this done. Or maybe some of your clunky tin robots would be preferred since you don't have to pay them at all." A smug grin blew in from behind Stilton's cheeks, seemingly unwarranted since he was completely engulfed in the shadow of the behemoth before him. His lips then split away, ready for a nice venomous retort that may have left him with a broken nose and shattered glasses, if not for the sudden whipping of sliding door. A panel of bright light flashed from behind the two, before a feminine silhouette marched in from the side of the doorway.

"Someone mind telling me why it's so dark in here?" The shadow let out right before whipping her hand to a flip-switch on the side of the wall. The unending assault of blinding light continued as it blasted into the room, forcing everyone to cover their eyes and groan in sudden discomfort. The dull, beating pain of sinking pupils had everyone behind the bear faunus flail like some sort of unsighted human caterpillar.

From the back were a pair of twin fox-boys, their only difference being their differing shades of hair: one a lively, vibrant orange and the other was the kind of red that fills the background of sunset. As they clasped their hands around their eyes and scratched at the light, their neighbor on the bench, a human with wild, feathery black hair let his hand lamp over the rays. He didn't made a spectacle of the sudden change in luminosity, he just let his eyes adjust accordingly. A smile did still crack from his cheek as he gazed over to the person on his left, a girl whose hands remained firmly clenched on her thighs rather than swatting at the beams. Her hair was short and dark, minus a collection of bangs that were tinted bloody red. Within these soft head whips lay her equally red eyes, though you could not tell since her lids were tightly wrapped around them like lashed skin traps. But slowly, with the groans from her colleagues continuing, they would begin to loosen as her own black spots would then zip in to match the light. Stilton and Sanguine gazed up to the door frame, met with the figure of a tall, lean, serious-looking woman. Her eyes were a stark, golden amber, dropped within a veil of winding, brown hair tied at the very back end. Garbed in black and white-trimmed recreational clothing similar to all those on the bench before her, the woman's arms lay crossed with her lips crooked upward.

"Stilton...you're earlier than I expected." His eyes now relaxed, the elderly man let his hand flutter down to reveal a bit of an embarrassed look on his face.

"Ms. Lamb. I was told you were attending to some personal matters, so I figured I'd brief your team on your assignment as a head start." The woman's eyes tumbled as she let out an "mmm" dripping with annoyance. She then let her hand fall before his face, palm open for him to put his folder inside, which he begrudgingly did. Unraveling the black booklet and gazing upon the deck of papers, words slithered out from between her pursed lips.

"If I recall correctly, Ironwood's always told you to report to me and me alone for his jobs. Why this sudden change in routine?" Stilton's voice poked and prodded around his throat, but none could manage to escape, so the woman filled in the gap for him. "Unless there is something that you would prefer not to tell me in person." Her yellow eyes slithered from behind the wall bellow her temple, meeting that of the scientist. Words remained absent from the elderly man, to which the woman chose to return her gaze to the folder, glancing across each sentence of its content. Soon enough her lids began to narrow as her stare flew across the many blocks of text, but suddenly they loomed back over to the old man, new information in tow. "Ironwood's sending us to Vacuo..." Her shoulder lurched over, pulling her entire body down towards the old man as she forced her gaze up against his. "...Why?"

"Sophie?" A voice lumbered out from behind. Lamb turned at the sound of her nickname, meeting the eyes of the tall, gaunt, dark-garbed man. Taking a few steps toward her, he let his bony fingers flutter onto her shoulder. "I think we've harassed Mr. Stilton enough for one evening. He told us that all we need to know is in the folders you're holding. Let him go." Lamb looked at Stilton once more, before nudging her head towards the door for him to leave, and he did. As the sliding door shut behind him, Lamb whirled back and shoved the file into the chest of her pale comrade.

"I'd appreciate it if you didn't call me Sophie in front of the customers, Mori." The pale man let a chuckle slip out as she continued towards the back of the room, before gesturing for all of her teammates to get up off of the benches. "Alrighty, so good old Ironwood's decided to say 'fuck the pan', and is throwing us straight into the fire." She turned back, glancing across all of her readied peers with a leader's stare, arms crossed to accompany it. "Vacuo's been evacuated for the most part to my knowledge but there will definitely be some stragglers bumbling about. Under NO circumstances are any of you to attempt to bring these people along on our mission. That goes especially for you two." Her fingers whipped towards the pair of faunus boys. "I know how you kids like to play hero. This isn't a rescue mission in the...traditional sense; we're being sent to collect extremely sensitive data for the 'good people' of Atlas Corp. They don't want it burning up like the rest of the kingdom and considering the noticeable haste that the general has put behind setting up this mission, it must be something valuable." All of the teammates besides the pale individual nudged and mumbled in agreement, before being shut away by the words of their commander. "You are not to peek and look at these files once we have them in our possession." A stampede of groans and shouts flung out from the group, peppered with flailing hands and sarcastic booing. From the crowd then emerged Sanguine, with ears flared up.

"Are you serious, Sophia? Ironwood might have something juicy we can use to squeeze out a few more lien from his pockets." The woman groaned.

"Anarch, what is it with you and getting some kind of drop on Ironwood? We're already getting paid a small fortune to go and fish out his documents, on top of all the other things he has paid us to do for him. The man's filled our pockets for years and yet you always want to find something to threaten or extort him with. I'd appreciate it if you'd quit trying to jeopardize out relationship with your petty attempts at blackmail!" Silence fell before the bear-faunus retreated to his place, fuming deep inside at the words of his leader, as he often would be. Sophia then continued.

"No look-sees at Ironwood's files. We get in, get our objective, then get out...nice and clean. Pack up all your junk and gadgets, we're heading out in twenty." The entire group scattered like cockroaches under the light, tearing open their individual lockers and collecting all of the equipment needed for this mission. Sophia however, turned over to the desk that lay behind her, tossing the folder onto it and reaching into the holster latched to her right thigh. From it she pulled a large, silvery machine pistol, curved at two of the corners and speckled with dark grays at the trigger, grip and bottom receiver. Loading it with a large magazine filled with a rainbow of multi-colored dust rounds, struck the slide back and proceeded to do the same with her weapon's twin. As she did so, the pale man loomed over to her side.

"You do realize that everybody is going to be trying to see what Ironwood has stored in that facility right?" The clicks of the locking mag followed the man's words.

"Sadly, yes." Placing the second pistol back in its holster, Lamb flipped open one of the pouches on her vest and remove a flash drive from it, letting it sit under Mori's deep gaze. "Which is why I am only trusting you and myself with carrying it. The second that drive is done collecting all of the servers' data, it'll wipe out the entire terminal so these guys can't do any snooping. I just hope we're the ones to get to the central hub first, and not that schmuck over there." Her head snapped over to the bear-faunus as she spoke.

"Any particular reason why this information is on such a need-to-know basis? Special request from the General or something?" Lamb's mouth slanted over as she kept her words fermenting, before giving up a solemn gaze toward her teammate. They then slithered back over to the open folder, still twitching with their severity.

"I don't know what sort of mess the general's been dealing with up in Vacuo, but judging from the bits on that file over there, I don't think I want to know. Take a look if you must, but I've always believed ignorance is bliss. You ask less questions and attract less dangerous eyes." With that, the head mercenary turned and strolled to her own locker, leaving her comrade to lurch and stare at the folder's contents.

"Project Grimmhold: Grimm Genetic Interspersing &amp; Experimentation Program"


	3. Chapter 3: The Fall

Chapter 03:

_The Fall_

"Yangggg!?" Ruby belted out, scurrying across the Beacon lawn in a desperate search for her sister. An hour and a half of fidgeting, seat-squirming and anticipation finally had boiled over with the sound of the dismissal bell, sending the red-hooded girl flashing past her classmates in a storm of paper and yelling. Her sister had class with Professor Peach around this time which was at the building right across from Ruby's, a mere five second sprint away. The screech of her heels was lost amongst the loud sea of students, and she waved her glance all around for a sign of her sister's golden hair. The whirlwind of Beacon uniforms and faunus animal ears and horns thinned out soon enough, but no yellow locks were to be found, not until she turned over to the eastern path towards the Cafeteria Hall. There she was, a bouncing gilded mass of hair with stockinged legs, heels and a red-plaid skirt peering from the bottom. Beside her in the same outfit was a lush wave of brown hair crowned with a pair of rabbit ears, stepping in tune with her sister's walk. Ruby's arms flared up.

"Yanggggg!?" The shrieking nasally whine speared into both of the girls' ears, startling their gazes back to the path and meeting with Ruby's close, anxious face. With their noses practically touching, Yang leaned back to keep a little space between them.

"Yang listen I need to talk to you like, right now! I just saw something on the VNN that's really weird and strange and I'm FREAKING OUT about it!" The gold-haired teen's eyebrows were already crooked from the sudden shock of her sister's appearance, but that didn't stop them from winding up a little further.

"Umm, okayyy?" Yang replied, a bit of annoyance and disbelief in her tone. She turned over to the rabbit-faunus, herself still taken aback by the sudden interruption. "Sorry Vel, can you give us a minute? I'll be right back." The girl's feathery hair and ears bounced as she nodded, and she strolled over toward one of the nearby concrete benches and seated herself. Yang then returned to her sister. "So what are you talking about?" She asked. Ruby's hands immediately clawed into her jacket for her scroll, snatching it up and pressing the unlock button before lashing the screen open to a page she saved. A screenshot of the VNN newscast soon bloomed out, showing the very last possible frame housing the eerie, skeletal creature close up in the image. Yang's eyes zeroed in on the picture, studying everything about it. From Lisa Lavender's shocked look to the thick, bleeding red eyes of the monster clawing at the chopper floor, she gazed on in complete silence for a moment. "Wha...Ruby, what is that?"

"I don't know, I just saw a flash of it on the screen in the cafe and decided to check more into it at the library. I paused and...I found this..." Yang's fingers stroked the corner of her chin as she kept studying.

"It's way to thin to be a Beowolf or an Ursa...maybe a baby Nevermore?" Ruby shook her head before flipping the tablet's screen back to her, letting her finger swipe once to the left before switching it back. The image of the figure, standing in the distance before a curtain of flame now filled the screen, and the blonde continued to look. Using her finger and thumb to zoom into the picture for as much detail as she could see, her eyes then widened. The body of the figure was unmistakably humanoid, but the skin was a deep, rippling black, scaled with bones and garbed in torn, burnt civilian clothing. Yang's purple gaze ran up to meet Ruby's. "Do you have the video?" The scroll flipped back once again, Ruby's frantic fingers skimming and fluttering through web menus until she returned to the VNN website. After rummaging though the video selection she found the video still, and pressed into it.

_Error 407: Sorry but the video you requested has been corrupted, is unavailable or has been removed by the Vale News Network Group._

"WHAT?!" Ruby squeaked, immediately mashing on the refresh button in the corner, no video. She tapped it again, no video. She pressed it two more times and the video still refused to to load, only those same denying words accompanied by a large red X stamped below it. "Are you KIDDING ME!?" Ruby's arms whirled and shook violently like thin trees in a harsh wind, her intense grip being the only thing that kept the tablet from soaring into the air. "I was WATCHING it in class like, FIVE minutes AGO!" Yang quickly rose up and wrapped her arms around her sibling, trying to net down as much of her thrashing as possible.

"Ruby, calm down!" The blur of yellow and red swerved around the cobblestone square before the blonde could finally get her sister's legs off the ground. Hovering over the floor Ruby's limbs continued to flail, curling and lashing to the piercing tune of her angry yells. Finally, Yang gave her sibling a violent shake. "Ruby! Stop!" The sternness froze the young hooded girl, her frenzy now receding back into a pout. Yang then let her sister go but kept her hands clenched upon her shoulder.

"Okay, when'd you take this picture?" The blonde asked.

"After lunch. I saw the newscast and decided to check up on it at the library before class." Ruby handed the tablet over to her sister, a look of desperation thick on her face. "I'm not making this up, Yang." The blonde flipped the scroll upright, studying it harder than before.

"I know you're not Ruby...it is _very_ suspicious that the video would suddenly be deleted right before you were going to show it to me..." Yang's gaze then floated up. "I think we should take this to Professor Ozpin. He's probably got a better hand at dealing with this then us." Ruby's head blurred as she vigorously nodded. Closing out the tablet and handing it back, Yang then turned and approached the seated Velvet, explaining the situation. Ever the understanding type, as well as one to never prod into anyone's business, the rabbit girl simply nodded and exchanged a few smiling words before leaving to her dorm. With her friend dispatched Yang returned to her sister. "Alrighty, let's go." Thus the hurried jog towards Ozpin's office began. As they ran along the two girls' shadows began to stretch farther and farther, with the sun beginning to hide away behind the earth for night to come. In this small glimmer of time between the campus square the headmaster's room, Yang glanced over with that familiar confident smirk.

"You think we'd be lucky enough that Ozpin would send us out there to investigate ourselves?" Ruby looked over, initially thrown off, but her expression quickly reformed into one of childish hope.

"To be honest, I kind of hope so."

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The smoke over Vacuo's capital city was a thick, dark brown that slunk out against the redness of the sky. While it made for good cover for the Bullhead that carried the Horsemen, it also melded in with the ground's rocky surface, making for a much more difficult landing. After fluttering through the bloody clouds for a few moments the plane finally nestled itself into a small clearing, a bald spot in the nearby forest that hadn't been infected with the flames as of yet.

"You really couldn't land us anywhere closer, Fawkes?" Anarch shouted, trying to have his voice overpower the engine. One of the two orange-haired boys popped his head out from behind the pilot's corridor, his bright sun-colored bangs bouncing as he gave a shrug.

"It's the only spot that I could actually see Anarch!" The boy's words seemed to wrap around his co-pilot and pull him in as the other faunus quickly poked out from the passenger's side.

"Yeah, come on. A little walking isn't going to kill you is it?!" Laughter sprung from between the two followed by a slapping of hands, to which the bear-man rolled his eyes before mashing his hand into the cargo door's opening button. The patterned clicks of seat-belts unsnapping fluttered through the hull, followed by the pounding of falling boots as the Horsemen rose and readied themselves for their mission.

Each member wore a set of flexible, leather-like material, lined with hardened armor-plating sown in at the places needing the extra guarding. However, while the uniforms may have looked the same, each Horseman had a different color scheme and small personal additions that helped make each one stand out. From little sprayed-on designs to certain modifications to specific pieces of the armor, no two teammates' equipment looked the same.

The first to march out onto the shriveled, dried grass was the Horseman Commander Sophia Lamb, outfitted in an armor set of bright white separated by lines and pockets of dark gray. It was completely clean minus for one detail, a chrome design of a star painted on her left breast plate.

"Geez. Place has really gone to shit..." Sophia turned to listen to the words from behind her. Crushing into the dirt on her left was their speaker Anarch, his already colossal form broadened by the hulking red armor latched onto his body. Sprawling across his back plate were two bright orange horns, both splitting and curling away from an original point at the very bottom. "You really think they can still save this place?" Sophia's mouth parted to speak, but was interrupted by a landing on her right.

It was the lean man with black, feathery hair, garbed in a simple but maneuverable dark-gray uniform with very little reinforcement. Ebenaught was his name, etched across his chest in a nice clean name-tag, nestled below what looked like a strange, modified design of the biohazard symbol. He then spoke, his voice young but slithery. "Considering the fact that this place has almost been completely evacuated...they may have to rebuild it from scratch." The end of his sentence was dotted with a cracking of his neck and fingers, all in preparation for what would lie ahead.

"We don't need another Mountain Glenn incident?" Sophia said with her hands crossing; she was extensively familiar with what happened at that massive failure of an expansion, her mother being one of the survivors of the settlement's fall. The event had cost her one of her hands, now long digested within the belly of some Beowolf lurking out there in the shadows. For almost all her life, Sophia's mother would never let up on how dangerous the Grimm truly were, and that all human constructs were just extenders of time before the jaws of anonymity would come and feast. The Grimm would always be a threat until the last one was left a pile of ash and dust. Her train of thought was then snapped off by the appearance of a more aged voice.

"I don't think Vacuo will be as careless as Vale was, should they choose to rebuild it." The three turned over as the cargo door began to closer, revealing the black-clad figure standing behind it. His armor's design was skeletal in appearance, and thin and form-fitting but sharp and lined with intricate edgings. Stamped on his shoulder was a palely golden skull, its teeth and base all connected into one stylized design. His breastplate read the word "Mori" in the same gold color.

"Speak for yourself, Memento." Anarch spat out, reaching behind to grab his weapon: a massive assault rifle with twin blade-edges at the upper and lower receivers. "We can worry about Vacuo's reconstruction when we're watching it on the news. Right now, let's cut up some Grimm and get what we came for." As he began to stroll away, a whithered groan lurched out from Sophia's mouth, which warranted a pat on the back from her ghoulish colleague.

"Don't let "the compensator" over there get to you, Commander." Suddenly, a pair of orange blurs burst out from beneath the arms of the two mercenaries, reforming into the energetic pair of twins before them. Both were clad in respective brass and copper-colored armor with matching symbols: a pair of foxtails with Fawkes' being set upright while his brother's was upside down.

"Yeah. It's not like he's the smartest of the group anyway." Burst Canus, the second twin, his bangs whipping about as he reached behind and armed himself with his weapons: a pair of spear-like claws. His blurriness then returned as he dashed after Sanguine with his brother to follow, but before doing so he leaned in for a whisper to his commander. "Canus is right ma'am, everything he says is pretty much dumb. Just block 'em out and he'll be easier to deal with. It's what _we_ do." His hands encased themselves within their own pair of claws, and he sprinted out after his brother.

"See, you're not alone in thinking Anarch's nothing to bother with. It may be mean to say, but the man's a brick." Memento patted his friend on the back, but her face still hung with reservation, even as the two began to walk together. But one last member stepped from behind the copter, the lady with bloody bangs.

"You know...he may be a brick Memento, but something you lot seem to forget is that he's the best muscle you guys have had for a long time." The two whipped back to find their last teammate, clad in a stealth-suit that glittered with glossy black plates, each of them broken apart by veins of a harsh, vibrant red. "You also seem to forget that for every moment of bad attitude Anarch's had, there's a time when he's saved every one of your asses at least one." Her face was twisted with ire at the constant verbal abuse of her friend, but her stern march past the two would not allow them to see it. "You should take a look at his back one day, take some time and sit down to count all the scars like I do." Sophia's brows twisted with that last bit of venom.

"Mary? Just do us all a favor and please, just keep your boyfriend in line. I don't want to compromise this mission because he's feeling pissy." The blood-haired woman let her hand simply fluttered at the request, tickling it away before continuing on down the path. As she faded into the smoke, Memento gazed over to his leader.

"Let's just go." She cracked out, her words caught in a thick muck of frustration. The man in skeleton uniform said nothing, and followed his commander into the fall of smoke.

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Like flies in the darkness of an unlit room, the group of seven rushed and slithered through the rotted streets of western Vacuo completely undetected. The smoke continued to prove useful as they cloaked themselves in it, slinking through dilapidated buildings with their helmet masks netting up all the asphyxiating particles. From across a group of shattered, half-collapsed apartments, the seven could all gaze upon their objective: a colossal, contrasting skyscraper, shimmering with the signature steel white of the Atlesian Kingdom. The building's once powerful sheen was deadened however, coated in soot and framed between a layer of thinly-built, breezy homes of the desert city. Any of the dark-blue windows that remained unbroken were now dyed a burnt, reddish color when up against the flames.

"There it is." Sanguine grinned, his slightly larger canine's gleaming yellow against the nearby fires. The seven continued along the cobblestone path, some keeping their weapons up while the others let this arms dangle and their heads swivel around the desolate town.

"Didn't even bother to make it inconspicuous, huh Ironwood?" Fawkes let slip out, his ears perking and twitching as he looked on. All seven pairs of eyes were dragged up towards the peak of the skyscraper, the silence soon broken by a clicking of Ebenaught's tongue.

"You think the elevator still works?" The gate of his words shut to smirk, met with a few others from the twins and Anarch. The rest of them were sour, especially Memento's.

"Be my guest." Sophia slipped out as she began towards the tower. It was a fairly quick walk even with the tense alertness exhibited by one half of the group. A pair of sliding glass doors greeted them at the entrance, slowly twitching from open and closed from the broken circuits connected to it. Most of the team just slinked right through, while Ebenaught and the twins decided to make a game of it, attempting to do backflips through one of the wider diamond-shaped holes in the windows. This earned a rolling of the eyes from the rest, and they continued in to the main hall of the first floor. Warm gray tiles sprinkled with black and white dashes lined the floors of the room, with large, angular pillars rocketing up towards a very, very high ceiling. Farther in was a group of sleek, black escalators leading to the next level, and on the left lay the aforementioned elevators. "There's your ride."

A loud snapping of metal suddenly bellowed from atop the tube housing the elevator, and then...a whirring started to flow in. It started out subtle, faded away by the distance of its maker, but slowly the small hum became a faint rushing. It grew and grew until the mild sound was now a plummeting roar, the screeching of stressed wire wheels and whipping torn wires following suit. All seven glanced out to the hollow tube has a massive metal box came blasting from behind the ceiling edge, smashing into the floor with the harshness of thunder. Windows shattered their glass out onto the ground and a mix of dirt and debris shot out into the group, covering their vision in a thick sepia haze. Coughs hopped out from within the blanket of dust before it was slowly wiped away somewhat, the annoyed gaze of Mary, Ebenaught and Memento the first things to be seen by anyone present.

"Fuck." The word puffed out from the smoke, no doubt owned by the lanky man in gray. "Now we have to walk..."

"Yes Greave, we're all so disappointed." Memento muttered from under his wrinkled lips. Sophia just sighed, wafting the particles away with her hand.

"Okay, we can be sure that everything and anything lurking around this building knows we're here now. No more acting like we're taking a nice stroll through the park at night. Everyone ready up!" Her subtle southerly accent suddenly came and filled the last of her sentence as everyone began to arm themselves with their respective weapons. Fawkes and Canus already had their explosive claws out and gleaming against the firelight, and Sanguine's massive blade rifle was perched across his armored back. Beside him, Mary unclipped a pair of holsters latched thigh on her thighs, pulling out a pair of particularly long, sharp punching daggers. Ebenaught let his finger shoot around from the corners of both his wrists to those of his feet, clicking a number of buttons to which let a bright white light pulse within his gauntlets and greaves. Memento stood still, his long spear-like weapon kept close at his side, while Sophia's silvery machine pistols found themselves up and aimed at the space before her. They then started on their march.

"Ironwood's file said that his data would be best accessed by connecting directly to the super computer at the top of the building. But if we cant get there for some reason, we'll have to go to each of the different departments and collect each sector's data one by one." Sophia spilt as she rounded one of the corners beyond the escalators. Her sights were keen on any openings or corners that an enemy could suddenly rush out of, despite the whole city being labeled as "abandoned".

"So how many sectors would we be looking at?" Greave asked, marching beside Memento and his tapping walking cane.

"There's three: the gene harvesting labs, the fusion chamber, and the actual conclusive research data in the head office." Mary's eyes suddenly widened in a realization.

"Wait, why did Ironwood give us an alternative route? Is he...expecting something to be by the super computer?" The bloody-haired woman's brow bent inquisitively.

"I don't know. Maybe he expected it to be trashed by the fire or something." Sophia replied with an abundance of disinterest. "Whatever the case may be, we'll still be taking the stairs to the top." A massive collective grown flew out from most of the group, to which Sophia whipped around with her brow and mouth furrowed in. "Hey! Any of you guy want to trust one of the other elevators around this place, that's fine with me. Just know that I'm not gonna be the one fishing your flat, pancake ass out of the wreckage." Silence fell upon the group, save for a few grumbles from Greave and the twins. The commander then turned back to face the hallway before her. "It's probably only like fifty floors anyway."

"Yeah, _only_..." Anarch scoffed, keeping his rifle rested on the cliff of his shoulder.

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"Level forty-nine people, only one more." A deadened cheer managed to weasel its way out of the squad as they lumbered up the steps towards their destination. Sophia held her pistol up before her, keeping it trained on the red iron door she was nearing. Behind her the rest of the team kept watch in a line, stuck between keeping their eyes trained on passed doors or glancing outside in the red and yellow storm that was eating up the kingdom. The commander's hand clenched the silvery handle of the door, forcing it up and thrusting her weapon out through the opening for any sign of surprise. Nothing lay beyond the door save for a torrential mess of papers on the ground. Cracks ate through large parts of the wall like veins, the creepy atmosphere completed with the flickering of a few lone lights bolted into the corner where the wall and ceiling met.

"This place looks like it's been looted already." Ebenaught said, peeping through the small space between Sophia and the doorway.

"You may be right, Greave." Sophia's pistol flew from each of the three separate paths, a thick darkness residing at the end of each one. "So we've got three choices...left, front, and right. Anarch, I want you and Mary to check out the right side hallway." The white-clad mercenary caught one of her guns under her arm as she reached for her scroll. "Memento, you and the twins go check out the left. Greave you're with me for the middle." As she reached the end of her placement declaration, her scrolls opened and activated, depicting a large, monolithic block with a few lined impressions etched into the base and roof. "This is what we are looking for. If any of you guys find this computer module first, radio back to the rest of the team and everyone hone in on their position. Everybody understand?" A wave of nods were given, and the designated teams broke off onto their paths in search of the hard-drive.

Mary and Anarch kept a double-sided approach to their path, their backs facing up against each other and their respective weapons jutting out into the space before them. Tiptoeing into the dark led them to a long hallway lined with windows on the side, each one housing the same image of fiery destruction in the distance. With only two open paths to choose, the two eased up on their rigid positions, opting for a calm but alert stroll over a tight, focused view down the sights of their weapons. It was at this moment that Mary decided to break the air of quiet.

"So...I can't help but notice that you've been a little more...dickish than usual to Ironwood and Sophia lately. Care to explain a little bit of that?" A gruff scoff suddenly hocked up from behind Sanguine's throat.

"Not much to explain really. Ironwood likes to flaunt his military and spill them all out into the spotlight every chance he gets. Every time I hear the man give one of those long, puffy speeches of his, all I hear is 'Every kingdom of Remnant answers to me.'. Handless wonder thinks he's got all the kingdom's by the balls just because his army has the most flunkies stumbling under his words."

"So you dislike him because he likes to measure his dick a lot?" Anarch's brow couldn't sink fast enough at his teammate's words.

"Ironwood thinks he owns everyone Mary, and I have a problem with that. Hiding behind your waves of soldiers and giant rabbit-faced mechs doesn't give you the right to act like cock of the walk. Not to mention that he and good ol' Mr. Schnee have been super buddy buddy recently." Mary's hand and fingers fluttered up quickly.

"Ah yes and we _all_ know how highly you think of Kasper Schnee, don't we Anarch?" The bear-faunus let his ears twitch at the sound of his ex-employer's name.

"Man's nothing but a walking, racist skin-sack who likes to work Faunus to the bone for peanuts. So glad I finally got out of his dust mines when I did; prick had me down their so long I was always hacking out rainbow-colored shit from my lungs. Anybody who associates with that supremacist slave-driver can have a hive rapier wasps stuck in between their eyes." Mary's eyes rolled behind her lids as she shook her head.

"So where does Sophia fit into all of this huh?" Anarch just glanced over to her.

"Well, if I wasn't already sure that Lamb was fucking good ol' James, she tends to keep his boots nice and gleaming with how much she licks them. You know, I bet if he asked her, that chick would let the man eat fresh strawberries out of her cun-"

"Anarch!" He turned and was immediately phased by a massive aura of annoyance from his peer. "...Seriously? You're gonna fucking talk like that about her after everything she's done for this team? Why does she keeps a good rapport with Ironwood? Well I dunno, maybe its because he's our highest paying contractor out of every single one of our other clients?" Anarch's brow kept down, his intense, glinting eyes barely peeking out from under them. "You tend to get along with people who pay you vast sums of money, and you should be grateful for it." A fake laugh erupted from the massive faunus.

"I'll be grateful when I can stand on the same level as Ironwood, as well as every other human that's stuck on this damn planet. If you understood where I was coming from Mary, you'd know I have good reason to dislike the people I do." As he spoke, his eyes began to slowly flutter off the hall and down to the floor. "Everywhere I've ever gone, I've always seen a faunus mistreated one way or the other. The only reason _I've_ been able to get this far is because I'm big and scary, and humans _love_ to control big and scary things." He let his sword relax towards the ground as he turned to face his comrade. "I don't want to be controlled anymore. I don't want to have a human telling me what to do with his finger pointed at me like a dog. When the day comes that all the kingdom's decide that we are equals..." His armored finger flipped towards the bloody-haired woman, before turning back to him. "...Then I'll consider getting an attitude adjustment. Until then, you're the only one of 'em that I'll be giving a shit about." Mary's brow curved up curiously.

"Was there a compliment in there somewhere?" A smirk finally crept out from under the bear-man's lips, the woman proceeding to place her hand on his armored shoulder.

"I know its hard Anarch, I really do. But at the same time you can't judge all human's based on the shitty actions of a few. It's like us with the White Fang, people immediately judge all faunus because of the actions of those gun-happy terrorists. If you do the same thing with all the humans you meet, nothing's going to get solved." A sincere smile formed on her face. "I can't be the _only_ human that wants to see faunus recognized as equals." The bear-man's ears began to droop with his eyes, played off by a long sigh.

"I know...I know." Anarch's great maw of a hand reached up and look Mary's own, moving it to caress the side of his cheek. "Memento always says its easier to hate the negative then it is to acknowledge the positive. Doesn't matter if its a person, belief, concept or whatever else. I just wish I could actually see more of the positive, rather than just hoping for it." Her hand forms back to her person as he releases it. "I've got one smart, caring, honest girl and my three...'acquaintances' over there, as opposed to a lifetime's worth of bigotry and hate. You can understand my difficulty..." A very subtle breath flowed from the black and red mercenary, before she leant in and gave her partner a long, earnest kiss. It lasted for only a moment as their foreheads met and kept still, even after it was over, and the two stared deep into one another's eyes.

"I do...I wish it was easier, Arch. But just try and keep it a little more civil than its been, at least in between the group. Everybody else doesn't really matter that much anyway." Anarch let out a smirk.

"Yeah..." Finally their foreheads broke away from each other, and the massive, red-armored gunner turned back to face the unexplored part of the hallway. "Alright, enough with the sentimental crap. Let's get Ironwood's info and get out of this fire pit."

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

"So...I can't help but notice that Anarch's been a little more...dickish than usual to you and Ironwood lately." Sophia's hand quickly shot up, attempting to slice away the would-be conversation.

"Not getting into it Greave. Last thing I want to do is talk about that pain in the ass." The wild-haired man reared back slightly, mouthing the words 'ohhhhhhh-kayyy" as he kept in line with the steps of his superior. But of course, being a massive talker, the subject would not be killed so simply.

"Any particular reason as to why..?" Her glare lurched back slightly, its burning gaze just peaking over the corner of her shoulder.

"Because he is getting on my last nerve. I probably would have fired his ass by now if it wasn't for Mary sticking up for him."

"Really? Huh..." Sophia turned with an arched brow. "I always thought it was because you figured he'd barge into the base with a mini-gun and shoot up the damn place if you fired him?" Sophia's eyes shut halfway, annoyed at the statement.

"You think I'm scared of a brick like Anarch? Please." She scoffed, her hand pushing against one of the unopened doors before them.

"I wouldn't classify him as a brick. More like a train with fangs and a really big sword." The commander sighed.

"Is there a point to us having this conversation, Greave? If your asking me to cut him some slack, there's no acceptance with me for acting like a complete dick to people. However if you have a question, I'd appreciate it if you would ask it already." Silence fell between the two, definitely to Sophia's comfort, even if it was to be short lived.

"Are you and Ironwood banging?" A vein popped out from the side of Sophia's head, using all of her resolve to keep herself from turning around pounding the butt of her gun into Greave Ebenaught's stupid, idiotic brain.

"Greave...I want you to understand four specific points, as each of them will keep you from finding a dent in the side of head." It is now that she finally turned, four of her fingers lined up before her deep, ominous stare. "Shut...the hell...up." The man in gray's mouth nearly collapsed on itself before she retreated back. "Now, if you're so interested as to why Anarch has been so pissy lately, why don't you go ask him." The quiet remained with Greave not moving an inch. Sophia then let her fingers clench back into her fist, turning away and continuing to walk into the dark path before her. The wild-haired man just stood there for a time, before he finally lurched over and followed his now aggravated commander. Pushing the door open before it had a chance to shut itself, Greave and Sophia gazed upon the sight before them.

Lined across the room's center was a library of dark blue, tower-like servers with bright lines of electricity and computerized data etched at the corners and edges. Small pulsing bulbs zipped through the numerous electronic veins, indicated that the information within was still there, nice and intact.

"Well, looks like we went the right way." Greave said, smirking up at and along the line of structures. Sophia however was able to snap her attention off of the servers, immediately looking for the center supercomputer that would house a port to all of the data. The library of dark blocks stretched out for a good seven yards, with an opening between the half-way point. She immediately strolled over and reached into her pocket for the flash drive. Cupping the device in her hand she whipped it out and began to round the sever's sharp corner, only to find the port blocked.

Before her stood a tall, black figure, lean in build and strong in stature with one hand wrapped around a separate drive sticking out of the port. His other arm was wrapped around the grip of a large shotgun, the barrel pushing back against Sophia's own surprised stare. Her eyes didn't even have the chance to widen before the introductory flash of a slug began to rip towards her, forcing her to thrash back behind the corner. Another shot roared past the corridor, shattering the window that stood before before an clicking sound was heard from within it, no doubt the character's removing of his own device from the computer. Then a third shotgun blast was crunched out, followed by the shattering of a metal casing and the screams of damaged electronics.

Distress filled Sophia's mind and her body convulsed, instinctively dropping her drive and grabbing her second gun to pull along with her as she rounded the corner. Bullets tore into the space where the man stood, but he was quick, already bouncing from one of the server walls to the next, before scurrying atop the roof of one of them. In the flickering light Sophia could glimpse details of the unknown assailant: a swirling path of red and white on the left side of his chest, black clothing, and a pair of horns spiking out from his wave of red and brown hair. What stood out the most however was what was covering his eyes, an ivory grimm-mask with symmetrical red designs painted through a doubled-pair of slits that allowed for vision. The man's face cover was the last she saw of him before he lapped back into the shadows, though she kept her gun trained on the space where he disappeared.

Greave quickly leapt out from the other side in search of the sudden panic and gunfire, catching his commander staring up to the ceiling and a spiked, metal mass that was once a central server.

It was destroyed...and now the man was one the run with Ironwood's precious secrets...


	4. Chapter 4: Of Man and Grimm

Chapter 04:

_Of Man and Grimm_

"Greave, try to salvage the drive if you can!" Sophia barked, tossing her flash drive over to him before backing out of the space between the servers. The still-shocked gray-clad man just stared at the device between his fingers as she vanished behind the tower, before turning over to the shredded metal mass that was once the main console.

"Well...I'm definitely not using that." The wild-haired mercenary then whirled back around and sprinted towards the nearest computer screen, intent on breaking down its original programming and turning it into his personal firewall scalpel. "So, what is it that you do?" He said to himself, typing his way through its entry way menus and being met with simplistic data entry algorithms. "Data entry. Heh, this will be cake."

While Greave tapped away on the keyboard and whispered sweet nothings to himself, Sophia was on the chase for her attacker, following his shadowy form as he rushed across the roof of servers. Lashing both of her weapons in front of her, she tore into the ceiling with a shower of bullets, coating the silhouette in a layer of loud, blinding sparks. In the small lull between shootings the horned man pulled his shotgun and fired three slugs, forcing the mercenary to tumble back behind the wall and let the tiled floor shatter under the blow. He then continued on his path, leaping from the platform once he reached the edge of the room and plunging his heel into the door-bar before him. Had its hinges not been made of steel the door would have tore from the frame and crashed into the floor, instead of smashing into the wall adjacent to it like it did. Sophia reached over and clicked the panel off to her communicator, tapping on the many digital faces of her comrades before bringing her finger to her ear.

"Everybody, converge on the center hallway, we've found the console but there's someone in with us. He just downloaded the data and is running off!"

Anarch and Mary both straightened up and began to rush towards the end of the hallway they were in, rather than backtracking like Canus and Fawkes did. Leaving a surprised Memento behind, the twins bolted back to where they came and thrashed into the main console room, splitting up between the fork and zeroing in on the shooter from both sides. Fawkes, taking the right, rushed up on the figure's flank and raised his large speared gauntlet, drilling it into first of the line of servers. The sheer force of the blow imploded the initial device, before spiraling out to his all of the others like a domino effect. Soon the hub's roof that the man was standing on was snatched out from under him, causing him to stumble and his attention to wane from his aim to his balance. It was then that Canus launched from the small space on the left, gyrating his body into a spiral and torpedoing himself into the shadowed person. With a pained grunt the horned man tumbled from the roof onto the floor, the force of the strike caused more of the severs to crush in on themselves. His back lapped up against the ground as he fell, before thrusting all of his weight back so he could touch his hands and knees to the floor. He then pushed away, pouncing upward through the exit door behind the server wall.

"CATCH THE PERP!" Fawkes yelled in a rowdy voice as he scurried down from what was once the roof of the server. The man in black rushed up to his feet and thrust his gaze up to the path before him, only to see the tall, calm Memento standing at its end. The aged mercenary proceeded to take a knee and hold his staff in a fashion similar to a rifleman, then the staff began to dislocate and grow in between his fingers. A stock, a grip, a trigger, and a sight all sprouted from the bulkier parts of his weapon, reforming itself into a sleek, black long-rifle. The black-armored man focused on his enemy through his scope, and let his first bullet fly.

The round did not ride the air for long however, as it would meet its end when a long, red blade suddenly soared through the air and cut its body in two. As fast as it had arrived, the sword flashed away and shut itself back into its sheath, leaving the faraway sniper surprised. His shock was brittle however, as it withered quickly and he fired off two more shots. These two would join their sibling in dismemberment, falling to pieces at two swipes from the crimson sword before it hid back away in its case. The horned man had crossed a good distance as he killed each of Memento's shots, only a mere two yards away before the black-clad mercenary's sense lifted him from the ground onto his feet. A click of the switch returned the rifle to its base form, and the neck slash of the sword was barred up against a solid-as-steel pole. Memento's parry caught his opponent's weapon in the space between his arm and his stave, and quickly tired to shut the opening between them in hopes of locking the blade in his favorable grasp. His enemy was quick however, a wave of red ripping back out and through the air, hungry for a place for the old man's flesh. The two would continue to match blows as the horned man's sword was kept only inches away by the strategic, well-placed moves of his opponent. The staff was impenetrable in his defense, long enough that its reach covered all spaces but light enough that its edges could turn and rush to any angle with lightning speed. The harsh ringing of beating metal would only be broken by the sudden bellowing of Anarch, who had just rounded the corner far off into the hallway. The twins having already crossed half the distance to reach the unknown assailant, the bear-faunus cried out to them.

"Fennicks! Spread away for the launcher!" The sound of their last name clued the twins in to what their comrade was preparing to do, and proceeded to split off into the sides of the corridor leaving a massive space between them. Anarch lurched his rifle up and clamped on the secondary trigger below the first, and a large cylindrical mass at the very tip between its blades suddenly tore away from the barrel. It knifed through the air and past the twins before both fighters sensed what was coming, but the Grimm-masked man would be the first to react. He kicked the mercenary below the knee and then hurled all of his weight behind his sword to toss him back into the wall, sliding on his heel to make a break down the hallway behind him. He didn't bother to look as the explosion burst out from the grenade, missing the fiery spectacle and Memento's quick covering of himself behind his cloak. The flames rolled off of his cape but the force through him into the wall across from him, leaving him uncooked but battered against the concrete. The twins ignored their comrade as the mission had taken over their perception, whirling through the smoke and debris as they chased after the figure with haste. Mary however, rushed over to her friend as he threw the cloak and dirt off his body and glanced up at her.

"Goddamn it." He muttered, taking her hand and pulled himself back to his feet as Anarch and Sophia both arrived.

"Shit. Sorry Memento, I didn't see you." He said still cradling his rifle.

"Are you okay?" Sophia asked, fluttering away all of the dust from his armor as checking the small gash that had lined itself across his brow.

"I'm fine, but whoever that is has some serious training in combat. He was cutting my bullets before they even came close." The four looked down the hall for a second before radio static played in Sophia's ear.

"Commander?" It was Ebenaught.

"Yes, Greave?" She replied.

"The server's data is all gone. They must have used some sort of deletion software that kicked in after they downloaded the research. I'm going back out to the stairs to cut 'em perp off." Greave's fingers left his ear and curled into a fist as he clapped his wrists together, a small spark flashing out from the impact. He marched through the doorway and saw the three faunus bolting towards him, and let his arms flow and legs slide in place as he took his a focused fighting stance. The horned man's arm flew out with his shotgun in hand, firing two shots to precede him in hopes of getting the wild-haired mercenary to dodge and throw off his focus. But Greave kept strong and thrashed his hands with gauntleted wrists out, practically slapping the slugs away with a loud, bright spark at each impact. The black and red shooter saw this and reacted by taking to air and spinning, a crimson wheel of blades dancing around as his foot cocked back for the real attack.

His heel crushed into Greave's hasty guard, and but he managed to hold the blow and keep his feet straight. The man had planned to use this block to catapult backward for a return, but he did not plan for the sudden sting of electricity to bite and infest its way into his body. Still however, he sprung off of the black-haired man's arms and found himself rocketed towards the suddenly unprepared Fennick brothers. A grin managed to claw its way out from the grunting pain of the shock, and the horned man let his spinning sword fly.

The red blade would be reddened even more as it coated itself in the blood of the two fox faunus. Canus's shoulder was now open above the collarbone, the red barely able to be made out when sprayed out again his armor. His brother however, was maledict with a thick, gaping line across the length of his throat, with thinner, livelier lines shooting out into the air as he bled. The two collapsed onto the ground, one grasping his wound and the other twitching from panic. The tickles of death slowly began to creep up his body and out his throat as a scarlet halo began to pool around his head.

The horned man glanced back slightly as he landed with a stumble, still sluggish from the effect of Greave's weapons, but he pushed himself up anyway and rose his soaked blade into the air. Thrusting it into the brittle floor beneath him he then turned his shotgun on its side and let it blast, the force causing him and his sword to spin and cut a crude circle through the wood and plastic. But before his slicing could reach its origin point, another roar played out from across the hall, and Anarch charged with his blade-rifle at the ready. The horned man rose his gun up and sent a slug straight for the red mercenary, only for it to be batted out of the adjacent window by a single swing of the bear-man's weapon. He then rose up into the air with only his left hand holding weapon, now changing and twisting with mechanical rummaging as it took on its second form: a massive great sword. The room itself could barely contain the blade, ripped through the ceiling as the man in crimson armor lashed himself up for a powerful strike, one that the masked man knew would cleave through any guard he could muster. So he rose his heel up and clamped it down into the ground, just as the massive fighter let his weapon fly.

The platform broke away and plummeted towards the floor below, a small office space full of cubicles that were flashed but then lost when dust and ash flew into the air. Sudden impact threw the man off his feet and into the small path between the cubicles, a more violent collapse of the ceiling came when Anarch's sword smashed into the ground. More of the ceiling spilled out and fell down to the next floor, dragging nearly all of the mercenary's down like a sinkhole breaking through a crowded street. Canus, Anarch, the closely following Mary, and the dying Fawkes all tumbled down into the well of dust and concrete, and the second part of the chain reaction began with the breaking of the floor they had just landed on. The supports closest to the window were the ones to give way, causing the ground to slant harshly and for all of the windows attached to break away and shatter against the weak, crumbling pillars. Anarch and Mary thought fast and pierced their weapons into the floor to stop their fall, but Canus kept falling down with a hand reached to his brother, who was only few feet away from tipping over and plummeting into the street below. The living brother sharpened his body to slide faster, and he managed to grab Fawkes' wrist before the majority of his body flew off the border, dangling against the side of the building like a hook on a rope.

Behind them all the horned man burst from the mound of debris, struggling to free himself from the clutches of heavy cement and splintering wood. Soon enough he tore out and scrambled to unlock the door before him, rushing out into the light once he did. Not far back clamored Mary and Anarch, using their blades to stab and climb up the slant before the cloak of their target could disappear behind the corner of the doorway. As the pair pursued him, Greave leapt onto the platform and gazed upon all of the destruction.

"Fuck me..." He spat out. But amongst the cackling fires and sound of harsh wind beating against the tower's opening, a loud bang shot out from behind the gray mercenary. He swung around to see a plain white door, not unlike all of the others they had seen. The sight was nothing extraordinary, but the noise that had just came from it kept Greave's eyes focused on it a little longer. Just as he squinted his eyes to focus in, the door shook violent with a second pound from behind it.

"Greave?!" The shouting of him name hooked the man's gaze upward to see Memento and Sophia, peeking over the corner two floors up. "Are you okay?" The commander spoke again as Greave waved out his arm in response.

"Yeah I'm fine! Canus is down here with me and Anarch and Mary are in pursuit of the perp!"

"Where's Fawkes?" The ivory-armored woman asked, but her request was muffled in Greave's thought as his eyes slowly widened and gears in his head began to turn. If Anarch and Mary were chasing after the horned man, Canus was holding onto his dying brother, and the other two members of his team were still up on the main server floor...what was pounding behind that door?

It's third attempt to burst out snapped him back to realty, and this time cracks were spidering out from the frame with a few small holes in certain spots. But something crept out to fill in these little open bits, and Greave's heart began to surge as a number of black, bone-nailed fingers began to slither out from these openings. The gray-clad man whipped himself back and ran to grab Canus, who resisted his grasp so as to hold onto his brother.

"Canus, we have to go right now." He warned, only to be met with a violent push away.

"I have to get Fawkes up here with us." The young faunus yelled, desperation beginning to creep its way down into his throat and heart. The two struggled and argued as Greave knew what he had to do to save them, the constant, near-rhythmic banging of the door causing an air of panic to set in.

"Canus, we have to go! Now! He's dead! Look!" The wild-haired man tried to point towards the thick, bloody cut across his dangling comrade's throat, but Canus still ignored him, attempting to pull up all his brother's dead weight with the one hand he had free. Greave growled and gave his final words, reaching his hand out to Canus' wrist and forcing his weapon to surge out into his fingers. "You have... to let him...GO!" The spark sliced away the grip the fox faunus had on his brother, letting gravity take and plummet him down into the brown ocean of vapor below. But there was no moment of silence as the two watched their teammate fall, as the door had finally given way and was smashed open by whatever was behind it. A distraught Canus in his arms, Greave looked up to the now open square of darkness.

Wrapped in a torn piece of white clothing that once was a lab-coat came the first of a legion of twitching, hissing creatures. Its body was a rotted black like that of a burned piece of wood, sharp bright spears of white bone shooting out from all across its unnaturally gangly arms and legs. The pants, vest and other pieces of a scientist's clothing did very little to hide the dark sight beneath, but at the crown of this unnatural entity lay a twisted, veined portrait of a human face, masked by more of the white shelling. Its eyes appeared to be bleeding as a vibrant aura of red pulsated from the two holds carved into its head, and Greave's jaw lay hanging in shock as this amalgamation of man and Grimm was followed by more of its kind.

Suddenly, a black pole appeared at the side of the mercenary's vision, and he followed it to see Memento lending his staff for the two to climb up out of that pit. Greave thought first to pull his friend in orange up over his shoulder, bringing him to the platform that Memento stood upon and pushing him upward so the black-clad elder could grab him. Sophia leapt down and wrapped her arms around the boy, pulling him up alongside them and then going back for her second comrade. As Canus' foot lurched behind the corner, Greave caught a flash of what was coming his way, the room having filled up with six more of these eerie creatures. They moved slow but not because they were forced to, as their heels were hunched and their backs curled ready to pounce the moment the gray man made any sort of sudden flinch. Slowly tiptoeing across the slant with the open air lightly lashing at his back, Greave let his gaze wander slightly over to Memento and began to whisper.

"Memento...I could use a good distraction right about now." Repeating gunfire shredded through the hissing and growls of the creatures as Sophia leapt out from the platform's cover and fired off into the monstrous crowd.

A powerful shriek ripped into the air as the bone-laden animals leapt out and up after the noise and spark of her pistol, giving the man with feathery-hair enough time to hurl himself out the door that Anarch and the others had gone through previously. Not all of the creatures fell for the noise, as four of them broke off from their pack after him only to be replaced by four more from the blackness within the door. They clamored and gnashed up after the three mercenaries with a primal hunger, snapping their teeth and thrusting their claws out for any piece of flesh they could tear. Memento's staff pounded and barred itself into the jaws and bodies of many of these things, sending a few tumbling back into the ground and others flailing out into the air only to plunge into the street below. Sophia paused her stuffing the creatures with bullets to turn over and see the still distressed Canus, trying his hardest to wrangle his breathing and keep his heart from pounding out of his chest. She quickly slunk over to him and came close to his ear.

"Canus, we need to get back and meet up with Anarch and the others. We can't stay here, I need you to focus and help us get out of here." Canus managed to shift his trembling eyes to his commander's, her sincerity and desperation able to break through his panic for a moment and get an understanding nod from him. He rose up and immediately thrust the spearing edge of his two weapons into a diagonal line against the mound beside them, making a makeshift pair of steps for which the two could use to climb up the wall faster than normal. Sophia tapped on Memento's shoulder for the switch, burying more of her magazine's rounds into the brains and limbs of the great wave of Grimm. The black mercenary quickly hurried up the steps, followed by the faunus boy whose agility made it simple to scale the pillar and collect his weaponry at the same time.

"Sophia, now you!" The woman turned and sprinted back towards the wall, an opening that allowed the creatures to latch onto and pounce over the edge in pursuit of their meal. Thrusting her heel up onto the concrete wall the commander whipped her hand upward for Memento to grab onto. The grip was tight and her heels continued to scrape and push off of the stone, but the monsters below were as fast as any other sort of Grimm, quick to dig their claws and grasp into one of Sophia's armored legs. She could feel them biting and chomping into the thick ivory armor, its space pinching and tightening around her feet but still intact and unbroken. It would not stay strong for long as she could feel the bolts twisting out of their sockets and the metal crimping and bending to the maw of her attack. She frantically reached around for her holster to collect her weapon and plant a bullet into the danger's brain, but their twisting and spinning in mid-air threw off her grip and she could feel more hunters clamoring up.

"Memento!" She shouted, hoping for some sort of assistance as she suddenly felt the wind able to brush past her exposed leg. One more bite and the commander would have a chunk of flesh torn out of her, and shock would set in to weaken her grip on her older comrade's hand. But from the right side of her vision leapt out a great, orange figure, accompanied by a vicious shout and a powerful kick to the cranium of her attacker. She looked back to catch Canus crashing his foot into the monster's cranium, the flailing, clawing mob of creatures warping and pulsating around him as they fell back from the force of his landing. He then began to dig his weapons into the necks and ribs of every beast he could manage, his once vibrant orange becoming inked and plastered with the ebony blood of Grimm. The pool of black only grow as soon enough, the legion of savages began to push and overwhelm the faunus, signaled by one of them wrapping its jaws around his weapon and lashing it from his grip out through the gaping hole. One desperate spear-gauntlet kept jabbing into the crowd, but they just kept sinking in and pushing him against the concrete wall.

Sophia's legs finally kicked her up and over the edge of the cliff, but immediately she whirled back in hopes of being able to do something for her rescuer. By the time she got to look down, Canus' exposed sections of his body were covered in bloody, horseshoe-shaped gashes, his yelling overpowered by the angry, ferocious noise of his devourers. The commander's arm instinctively lashed out over the cliff, but she was stopped by Memento, who latched onto and pushed her back against the wall behind them.

"Let me go!" She belted out, trying her hardest to push and pull away from her preventer, but Memento kept a firm grip and shook her violently in hopes of getting her focus.

"Sophie!" She stopped, eyes wide and glazed with potential tears as her friend lectured her hurriedly. "It's too late, we have to go or else we're going to be next." Her teeth gritted against his words before she finally let her head lowered, rounded out by her heavy, angry breaths. She shoved the man in black away, immediately turning and clamoring up the wall of concrete and exposed steel, all the while the elderly mercenary walked back over to the edge. His staff lurched and grew out from underneath his cloak, its limbs and pieces bending and twisting back into its rifle form. Its barrel hooked onto the edge of stone with the scope initially leaning in on the grisly ocean of feasting white heads. However, it slowly wafted downward until a bright orange, fox-eared head dyed with blood was caught in the middle of his sights. The old man held his gun there, a small beat in between the panic as he contemplated what he was about to do. Sophia's cries for him to come with her had muffled away, as did the sporadic bellowing of the mob before him. His eyes clenched, but they didn't stay on the sight.

Looking away and gulping his reluctance down, Memento blew his friend's life away. The monsters still continued to eat, but at least the pain was gone.

Adam's lungs were drowning in what felt like acid, hoarse breaths heaving out as he fell back against one of the walls of the corners he had just rounded. Sliding down onto the floor he gave a small glance over the edge, his hand clenching the gash that had pierced into his shoulder when the roof collapsed on top of him. Blood that squeezed out from in between his fingers darkened his jacket further, and he winced as he moved to reload his shotgun. Using his wrist he knocked the empty clip out, reaching behind and pulling out a second, full one before pressing and locking it into the bottom of his rifle. Locking it between his knees he pulled the charging handle back hard, now ready for another fight. The timing couldn't be more perfect as he began to hear the crinkling of glass under heavy feet.

From the dark corner Anarch slid into the hallway, which sword having reverted back to rifle and hugged tight within his grasp. Behind him crept Mary, her glass blades shimmering orange and silver against the light of fire and smoke. The reflecting light danced through the doorway Adam was perched against, an amateur's mistake and a dead giveaway for how far away they stood. The twitching shine began to slowly beat, its growth played the rhythm of crunching glass as the two mercenaries carefully trekked forward.

Adam kept silent, his mind firm in its concentration and his hand firm on his sword's grip. Veins slithered from beneath his mask as he poured all of his will out into his hands, all in preparation for one, powerful slice. His fingers and knuckles brimmed with red as his aura began to seep out, the shriek of glass under boots getting louder and more deliberate. His hand then let his sword slowly emerge from its holding; the blade would have been cackling if not for the horned man's deep concentration. But even through the pounding of force that pulsed within his head, Adam could suddenly notice the loud trampling of dozens of feet. The rumbling had his two pursuers twist back around on the glass, also curious as to what was making the sound. Softer, fast glass breaks played out as one of them returned to the previous doorway to investigate. A loud yell was plunged into the air.

"Mary, RUN!" The raspy but panicked voice blared out from the walls behind Adam and Anarch, piquing the horned faunus' interest enough to peek at the risk of exposing his cover. Anarch's back was to him, and beyond the doorway he could see twisting shadows and hear the stampede that lay behind the corner. But footsteps were soon overpowered by more animalistic sounds: garbed, wet-sounding roars, the licking of wild tongues and rows of teeth beating against one another.

"What the hell are those!" He heard the woman shout as the trampling drummed louder and louder, urging Adam to slowly stand up and ready himself for whatever was going to pile itself through that doorway. His movement caused the bear-faunus' ears to twitch, and he slowly turned back to gaze upon the seemingly weakened target. His toothy grin returned as he armed his rifle upward and lurched its barrel in the bull-faunus' direction, shutting one eye and curling his metal-clad finger around the trigger.

"Hold still you little prick." The red mercenary whispered. Mary and Greave flashed into the room suddenly behind the bear-man, redirecting his attention back to them and what was emerging from behind the two. A great mob of black-skinned, bone-covered creatures lashed and whipped after the two teammates, a biting, primal tornado that filled the hall and doorway as was beginning to spill into the room that Adam stood before. Everything in that room that was living was running straight towards him: the bear-faunus, the wild-haired man, the glass-wielding woman, and the storm of hunger that raged on behind them. There would not be a better time to let his power go...so he did.

Adam's sword curled out from its sheath with a harsh, strict movement, and the moment the red of the blade popped from the darkness behind it, lightning and energy surged and pulsed out from it in a torrential fashion. As more of the weapon came into being the light and power grew in size and violence, a crescent-like shape beginning to morph in from all of the aura that was being displaced. The edge of the cutting metal finally tipped out from its holding, and the Moonslice began to blast.

The sheer force of the blast ripped out into the steel and concrete with no effort, cutting through it like a molten knife through soft flesh. The following explosion burst out into the air with everything caught in the radius being thrashed out amongst the smoke. Raining out into the thick, gray veil the Grimm flailed and swung their limbs blindly, plummeting down into the street through the thick, red wisps of aura. Like blood the waves of Adam's energy seeped out from the gaping wound it had just blew open, and the sudden displacement caused the entire building to rumble unsettlingly.

Adam let a breath finally slither out as he felt down to his knee, dropping his sword. Looking down into the destruction he had just created, the faunus found no trace of the mercenaries left, hoping they had joined those strange creatures on the trip to having a smashed, flattened body. He panted and heaved himself up from his fallen stance, weakly clawing at his sword before sliding it back into its sheath. His hand then immediately went back to cupping the wound, lost in the dark blooming stain of blood that had been flowing out from it over the course of his actions. The bull-faunus then scuttled across the hallway in search of an elevator, or stairs, or some path that would let him out of this crumbling hellhole and back to where he had came from. He disappeared behind one of the shadowy corners, unaware of the predicament that he just tossed the three mercenaries into.

Anarch's sense had all been snatched by the sudden force of the blast, desperately trying to wade through the concussive ringing and make their way back from muffling distance. Sight soon bloomed out from the blackness as the bear-man came too, rising up from a blanket of rock and dust and stroking his head with his now-torn glove. Red of a different contrast painted his finger tips, a massive gash now struck across his face from temple to jaw. It was deep and the salty debris only strengthened its sting as his sense of pain returned, but his mind managed to tear attention away for him to search for his comrades. A pocket of concrete was bouncing across from the red-armored man, before a gray-clad hand tore through the brittle stone and clamored its way back up to the surface. Greave's hair was a tone lighter, filled with dust that sprinkled out at every little head movement he made. Through the veil of rocky mist, the gray man gazed up to the destruction above him, his eye flinching as dangling pieces of rock and metal lost their grip on their places and crashed either to the floor or out into the ear.

"Greave?" Anarch said to himself, before his eyes zipped tight with a sudden worry. "Huh? Where's Mary?" Pushing himself to a stand through the debris the man's head whirled in search of his partner. There were no other beating piles of rock and no sounds to follow, until them muffled pounding on glass wormed its way into both his pairs of ears. Turning westward he finally caught sight of her, flailing and stuck like a fly with its wings torn off. Trapped inside a great maw of concrete and steel, she clawed and pushed against the massive glass panel that had fallen between her and her comrades. The glass warped up against her hits but did not give way in any sort, still held strong by its four connecting beams at the sides, also trapped within tight, heavy pillars of broken, man-made stone.

Worry and relief both melded together on Anarch's face: relief that Mary was still alive, but worried as to the condition of the limbs held hostage underneath the rubble. However, relief would not stay in his brow for long; soon it cannibalized by his vexation as several black and white shapes emerged from behind the concrete pile before the glass. Like corpses from the grave many of these creatures burst forth from the rock that quilted them, still hungry for the nearest human flesh that they could find. It just so happened to lay a few feet away from them, helpless like a trapped animal bleeding from its clenched appendage. They began to close in, and Anarch then yelled something incomprehensible, rushing towards the massive clear panel and falling to his knees before his comrade.

Greave tried to stand and pay attention to the chaos, but the force of the blast had rocked his head in all of the worst ways. His vision was a dripping cloud of multiple colors, focusing and defocusing in an uncontrollable fashion, all while his ears warded away all other sound with its constant concussive ringing. He took two steps, paused, took two more steps, and then let his knee take the weight, stumbling down towards the floor with the building tearing itself apart around him. A great weight soon chained itself to his body, pulling his head slowly down onto the hard ground, which felt soft under these conditions...soft enough to rest upon.

His eyelids fluttered open and closed, possessed by some small glimmer of conscious to keep himself awake, but soon the black wave out set in from all corners of his sight. Like some strange blackened bullseye, he gazed on as a gnashing legion of black and bone closed in on some poor soul behind the class, just as the darkness closed in on his gaze.

The last thing Greave Ebenaught saw that day was the shimmer of glass being snatched away behind a veil of red. It was an strange abstract sight to his now numbed brain, played to the muffled tune of his good friend's despair.

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

Ozpin had a habit of keeping his typing bound to some sort of rhythm. It didn't matter what the subject was about or how urgently he needed to get the work done, it was always kept to some sort of inner melody that played out inside of his brain. Of course, an email to an Atlas correspondent on considering the actions that should be taken for Vacuo, would definitely be considered important material that needed to be carried out quickly. But nope, the professors hand and mind kept his finger's bending to the beat, at least until another sound came to knock it away.

Rumbling and loud yelling could be heard from behind the headmaster's main door, drowned by the metal and distance that was slowly becoming shorter and shorter. As it did the loud childish yells of two girls began to make themselves more obvious, and so the professor saved his work and let his monitor flutter down into the desk, before leaning back in his hair and hooking one foot over his knee in a relaxed, expectant position. The door opened.

The sisters Ruby and Yang, followed by a fair number of staff who had tired to stop them filled the space within the doorway. While the two girls were marching with a strong sense of urgency, the people behind them were waving their hands and planning their apologies.

"Mr. Ozpin I'm sorry, we tried to keep them in the lobby?!" He heard one of them say, the others crying out words that were more or less the exact same thing. The swift flutter of his hand silenced every single voice.

"Its alright." He lay upon the wave of slightly panicky workers. "I'll take these two students in." The door then shut behind the two girls at the press of a button on the professor's desk, the finger that pressed it retracting to join the others in Ozpin's trademark interlocking.

"So...Ruby, Yang...to what do I owe the pleasure?" Before he could even finish his sentence, Ozpin found an open scroll thrusted right against his gaze, almost topping over his spectacles.

"Professor have you seen this?" The man brushed away a small bang of gray hair to clear his sight, focusing in on the image before him. The familiar vision gave a slight strain to his mind, but his face kept a strong, calm look, even through the rising from his chair and the grabbing of his cane. The two girls stared on as their headmaster lurched towards them, his eyes halved away by his tired-looking lids as he began to speak.

"Yes, Ms. Xiao Long. I've been made aware of the situation down in Vacuo, and of how difficult its becoming to fully salvage it once the fire's have been cleared. I understand why your team is concerned and that you often are more "involved" in outside work than the rest of our students. But this is something that you mustn't worry yourselves with, our huntsman and huntresses along with General Ironwood's forces are collaborating towards a solution to this...Grimm problem."

"But professor..." The man's eyes jumped over to Ruby. "The video that we had gotten that shot from...it was deleted and removed from the Vale News website a few minutes after I had taken the picture..." Ozpin hated lying with a true passion, whether it be from himself or some other person. The idea of dishonesty was something he viewed as worthless and ultimately damaging, but in this case, it may have been needed. He could not have the recklessness of Team RWBY's members muddled into this kind of situation.

"We had to pull it off. If the people get wind that Vacuo is overrun with Grimm, people start to panic, mass hysteria is let loose, and everything falls to chaos. The situation is contained so there is no reason for the citizens of the other kingdoms to be worried."

The annoying yelping of Ozpin's intercom phone broke through the calmness of the headmaster's words, and he quickly maneuvered back to his desk and pointed his finger into a bright green button on one of the consoles on his desk.

"Yes?" He spat, his voice tight and stern as he tried to avoid letting his annoyance spill out. A heavy, hurried breathing played from the other side of the call, before its owner gathered up enough sense to begin forming words.

"Ozpin, it's Ironwood." The graying man's brow lurched upwards in inquiry.

"General? Is everything okay? Why are you breathing so-"

"It's lost Ozpin, Vacuo's lost. Their making their way across to Vale now. You have to alert the council as soon as possible!" The professor's eyes had zipped in at the panicked voice on the opposite end of the coms link. His mind began to stretch and link out in a hurry to process the words just said to him.

"Alert the council about what, James?" The sternness in his voice was as hard and cold as iron, seething with distress. It was a calm distress caused by a lack of knowledge, but still distress nonetheless.

"The Grimm are coming, out in droves, Ozpin. They've reached the borders of the city, hundreds of them. We need to lock down!"


End file.
